1
Filed by DTE Energy Company
Subject Company - MCN Energy Group Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Commission File No. 001-10070
March 22, 2001
DTE ENERGY/MCN ENERGY TO RECEIVE FTC CLEARANCE FOR PENDING MERGER
DETROIT - DTE Energy (NYSE: DTE) and MCN Energy Group (NYSE: MCN) have
been informed that the Federal Trade Commission (FTC) will announce shortly
clearance for their proposed merger announced in October 1999. The action, which
is available for public comment for a 30-day period, provides FTC authorization
for the companies to close their transaction and places the companies yet
another step closer to completing their merger and creating a new combined
energy company under the DTE Energy name.
The proposed merger still awaits Securities and Exchange Commission
(SEC) approval and approval by MCN shareholders of the recently amended merger
agreement. The special meeting of MCN shareholders is expected to take place in
the second quarter.
"While this transaction has taken longer than originally anticipated,
this FTC action is a major step forward in this process and toward creating one
of the region's premiere energy companies," said Anthony F. Earley Jr., DTE
Energy chairman and chief executive officer. "We have spent more than a year
developing and reviewing the synergies and processes that will establish this
new entity as a solid player in the increasingly competitive energy market."
The FTC staff had initially raised concerns regarding possible
competition between Michigan Consolidated Gas Company (MichCon), MCN's natural
gas utility, and DTE Energy's Detroit Edison electric utility for a narrow class
of electric displacement applications in their overlapping retail distribution
area. The companies have entered into a consent decree with the FTC, under which
MichCon will transfer a property interest in its pipeline capacity to a unit of
Exelon Corp. (NYSE:EXC) under a previously announced contract. The contract,
which allows Exelon to utilize natural gas transportation capacity on MichCon's
system within the relevant distribution area, remains subject to consummation of
the merger.
"The FTC's action comes as welcome recognition of the efforts of the
team of employees who worked so diligently to craft a first-of-its-kind solution
to the FTC's concerns," said Alfred R. Glancy III, chairman and chief executive
officer, MCN Energy Group. "For those who might believe otherwise, however, the
FTC clearance was fully expected and did not factor into our decision to
renegotiate the terms of our merger agreement. Uncertainty over the length of
the Securities and Exchange Commission's review under the Public Utility Holding
Company Act was the key factor in our board's decision to renegotiate."
With receipt of the FTC clearance, the companies now are in a position
to step up integration efforts and take actions to realize merger synergies as
soon as possible. While both companies hesitate to speculate on the timetable
related to the remaining approval process, they have indicated that they would
hope the merger could be completed this summer.
-more
2
-2-
"We are confident that the strategic benefits encompassed by the merger
and the increased value afforded both companies' shareholders are now well
within reach," said Earley.
DTE Energy is a Detroit-based diversified energy company involved
in the development and management of energy-related businesses and services
nationwide. DTE Energy's principal operating subsidiary is Detroit Edison, an
electric utility serving 2.1 million customers in Southeastern Michigan. DTE
Energy announced in October 1999, plans to merge with MCN Energy Group, parent
company of Michigan Consolidated Gas Co., a natural gas utility serving 1.2
million customers in Michigan. The proposed company, DTE Energy, would be the
largest energy utility in the state.
MCN Energy Group Inc. is an integrated energy company with
approximately $5 billion of assets and $2.5 billion of annual revenues. The
company primarily is involved in natural gas production, gathering, processing,
transmission, storage, distribution and marketing in the Midwest-to-Northeast
corridor. Its largest subsidiary is Michigan Consolidated Gas Company, a natural
gas utility serving customers in more than 500 communities throughout Michigan.
DTE Energy has filed with the SEC a post-effective amendment to its
registration statement on Form S-4. The post-effective amendment contains a
proxy statement/prospectus and other documents related to the proposed merger
between DTE Energy and MCN. Investors and security holders are urged to read the
post-effective amendment containing the proxy statement/prospectus and any other
relevant documents filed with the SEC when they become available because they
will contain important information. Investors and security holders are able to
receive the post-effective amendment containing the proxy statement/prospectus
and other documents free of charge at the SEC's web site, www.sec.gov, and will
be able to receive the final proxy statement/prospectus and other documents free
of charge at the SEC's website, listed above, from DTE Energy Investor Relations
at 2000 Second Ave., Detroit, Mich. 48226-1279 or from MCN Investor Relations at
500 Griswold St., Detroit, Mich. 48226. Information concerning the identity of
the participants in the solicitation of proxies by the MCN board of directors
and their direct or indirect interests, by security holdings or otherwise, may
be obtained from the Secretary of MCN at the address listed above. This press
release will be filed with the SEC on March 22, 2001.
more-
3
-3-
This release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
upon the company's current estimates. Actual results may differ materially.
- 30 -
MEMBERS OF THE MEDIA - FOR FURTHER INFORMATION:
At DTE Energy: At MCN Energy:
- -------------- --------------
Lorie N. Kessler Cheryl Conway
(313) 235-8807 (313) 256-5504
Lewis K. Layton
(313) 235-8809
ANALYSTS AND INVESTORS - FOR FURTHER INFORMATION:
At DTE Energy At MCN Energy
Lisa Muschong Stewart Lawrence
(313) 235-8030 (313) 256-6289